The ContractsProf Blog may
be a gateway drug that can lead to serious scholarship. As depicted at
left, it may have all started with an innocent conversation at Woodstock about
contract law, party sophistication and the new formalism, and the next thing you know, you are writing law
review articles. The ContractsProf Blog has been cited to by name as authority in five such articles since 2008.

But here's
where it gets really bizarre: a while back, I posted a Limerick
on this blog about one of my favorite business associations cases, Lovenheim
v. Iroquois Brands, Ltd. Some months later, I received a brief e-mail
saying "loved the Limerick." The sender was Peter Lovenheim.
After a bit of research, I discovered that this Lovenheim was the Lovenheim,
and I e-mailed back asking if he had any war stories to share. We got in
touch, and the result is alaw review article,Is the Quest for Corporate Responsibility a Wild Goose Chase? The Story
of Lovenheim v. Iroquois Brands, Ltd. Like most
law review articles in the Law Stories tradition, it is a piece that should
illuminate aspects of the case that do not make it into the casebooks.

Here is the abstract.

Lovenheim
v. Iroquois Brands, Ltd. is not only a standard teaching case in corporate law
courses, it is routinely cited by the Securities and Exchange Commission (SEC)
in response to corporations seeking to exclude shareholder proposals from proxy
materials on the ground that the proposals are not significantly related to the
corporations’ businesses. Despite the case’s prominence, its story has not been
told in detail. That is a shame because the details of the case are as
surprising as its outcome must have been when the court granted Peter Lovenheim
the injunction he sought, forcing Iroquois Brands to include in its proxy
materials Lovenheim’s proposal calling for an investigation into whether Iroquois’
French supplier of pâté de foie gras force-fed the geese whose livers they
later harvested.

This
Article explores the law of shareholder proposals and the reasons why the SEC
and the courts permit proposals relating to social or ethical issues (social
proposals) so long as those issues relate to the corporation’s business. After
a history of the relevant SEC regulations and their fates in the courts, the
Article presents the complete narrative of the Lovenheim case, providing
details that are not captured in the decision or in the limited secondary
literature relating to the case. Finally, the Article explores the legal
landscape in the aftermath of Lovenheim. It explains why the case has remained
good law in the 25 years since the case was decided and why corporations are
not motivated to pressure the SEC to limit shareholders’ rights to bring social
proposals.